Exhibit 10.9.2
                                                             --------------

          THIS INSTRUMENT AND THE OBLIGATIONS REPRESENTED THEREBY IS
          SUBORDINATE IN ALL RESPECTS TO CERTAIN OBLIGATIONS OF CHEMPOWER,
          INC. AND ITS SUBSIDIARIES TO FIRST NATIONAL BANK OF OHIO,
          INCLUDING A PROMISSORY NOTE IN THE MAXIMUM PRINCIPAL AMOUNT OF
          $15,700,000 DATED AS OF FEBRUARY 28, 1997.


                                 FINANCING AGREEMENT
                                 -------------------

               THIS FINANCING AGREEMENT is made and entered into as of this
          28th day of February, 1997 by and among AMERICAN ECO CORPORATION,
          an Ontario, Canada corporation ("American Eco"), CHEMPOWER, INC.,
          an Ohio corporation ("Chempower"), TOOMAS J. KUKK, and MARK L.
          ROCHESTER (jointly and severally, the "Principal Shareholders"),
          and TOOMAS J. KUKK, AS AGENT FOR THE PRINCIPAL SHAREHOLDERS
          (herein, together with his successors, referred to as the
          "Agent"). Terms not otherwise defined herein shall have the
          respective meanings set forth in the Merger Agreement, or, if so
          stated, the Security Agreement or the Pledge Agreement (each as
          defined herein). 


                                 W I T N E S S E T H:

               WHEREAS, American Eco, Sub Acquisition Corp., an Ohio
          corporation and a wholly-owned subsidiary of American Eco
          ("Merger Sub"), and Chempower entered into an Agreement and Plan
          of Merger dated as of September 10, 1996 (the "Merger
          Agreement"); and 

               WHEREAS, Chempower was the surviving corporation in the
          merger contemplated by the Merger Agreement; and 

               WHEREAS, the Merger Agreement provides, inter alia., for
                                                   ----------
          conversion of certain common shares, $0.10 par value per share,
          of Chempower ("Shares") into the right in the holder thereof to
          receive the Merger Consideration (as defined in the Merger
          Agreement), at the time and subject to the terms and conditions
          of the Merger Agreement; and 

               WHEREAS, each of the Principal Shareholders holds Shares in
          respect of which the Principal Shareholder would be entitled to
          receive the Merger Consideration at the time and upon the
          satisfaction of the conditions prescribed in the Merger
          Agreement; and 

               WHEREAS, pursuant to a letter agreement dated January 15,
          1997, the Principal Shareholders have agreed with American Eco
          and Chempower to extend the time for payment of a portion of the
          Merger Consideration on the terms hereinafter set forth, and, in
          consideration of such agreements, American Eco and Chempower have
          agreed to execute and deliver the promissory notes, grant the
          security and undertake and agree to observe, satisfy and perform
          the other conditions and covenants hereinafter set forth: 

               NOW, THEREFORE, for good and valuable consideration, the
          receipt and sufficiency of which are hereby acknowledged by each
          of the parties hereto, the parties hereto hereby agree as
          follows: 

               1.   AGREEMENTS OF PRINCIPAL SHAREHOLDERS.  Each of the
          Principal Shareholders agrees, at the Closing and promptly
          following the Effective Time of the Merger, and in exchange for
          (a) payment in cash of $7,444,712 of the Merger Consideration
          due, in the aggregate, to such Principal Shareholders and (b) the
          execution and delivery of the instruments provided for in
          Sections 2 and 3 hereof in accordance with the terms hereof, to
          (x) surrender the Certificates representing the Shares held by
          such Principal Shareholders to Chempower with the same effect as
          if surrendered pursuant to Section 2.03 of the Merger Agreement
          (other than the payment in cash of the Merger Consideration in
          respect thereof from the Exchange Fund as therein provided) and
          (y) accept the obligations undertaken and the security provided
          by Chempower and American Eco herein and in such instruments in
          lieu of the right to receive payment in cash from American Eco
          and Merger Sub of the balance of such Merger Consideration at the
          Closing. 

               2.   DOCUMENTS AND INSTRUMENTS TO BE DELIVERED BY CHEMPOWER.
          Chempower agrees, at the Closing, immediately following the
          Effective Time of the Merger, and in consideration of the
          agreements of the Principal Shareholders set forth in Section 1
          above, to authorize, perform, execute and deliver the following:

                    (a)  To the Exchange Agent, the Promissory Note in the
          form and substance of Exhibit A hereto (the "Principal
          Shareholders' Note"), which Principal Shareholders' Note,
          together with a cash payment of $7,444,712 of the Merger
          Consideration due, in the aggregate, to the Principal
          Shareholders, will then be delivered to the Agent upon surrender
          of the Certificates representing the Shares held by the Principal
          Shareholders in accordance with the provisions of Section 2.03 of
          the Merger Agreement;

                    (b)  To the Agent: 

                    (i)  the Security Agreement in the form and substance
               of Exhibit B hereto (the "Security Agreement"); and 

                    (ii) any such other financing statements, mortgages,
               leasehold assignments, and other collateral documents
               required to grant and perfect liens on all assets of
               Chempower and its Subsidiaries, as may be requested by the
               Agent. 

               3.   DOCUMENTS AND INSTRUMENTS TO BE DELIVERED BY AMERICAN
          ECO. American Eco agrees, at the Closing, immediately following
          the Effective Time of the Merger, and in consideration of the
          agreements of the Principal Shareholders set forth in Section 1
          above, to authorize, perform, execute and deliver to the Agent
          the following:

                    (a)  A Guaranty in the form and substance of Exhibit C
          hereto (the "Principal Shareholders' Guaranty"); 

                    (b)  A Pledge Agreement in the form and substance of
          Exhibit D hereto (the "Pledge Agreement"); 

                    (c)  Any share certificates, stock powers and/or other
          instruments necessary to perfect the pledge of all Chempower
          shares by American Eco, if so requested by the Agent; and 

                    (d)  An opinion of counsel for American Eco in form and
          substance satisfactory to the Agent and the Principal
          Shareholders and their counsel relating, inter alia., to the due
                                                   ----------
          authorization, legality and enforceability of the foregoing and
          to the perfection of the liens provided for under the Pledge
          Agreement; 

               4.   REPRESENTATIONS AND WARRANTIES OF CHEMPOWER. 

               Chempower represents and warrants to the Agent and the
          Principal Shareholders (which representations and warranties
          shall survive the execution of this Agreement until the full and
          final payment, performance, and observance of all of the
          indebtedness and obligations provided for under this Agreement
          and the instruments identified in Sections 2 and 3 above) that: 

                    (a)  ORGANIZATION. Chempower is a duly organized and
                         ------------
          validly existing corporation under the laws of the state of Ohio
          and is duly qualified and in good standing in every state where,
          because of the nature of is activities or properties, such
          qualification is required and where the failure to be so
          qualified would have a material adverse effect upon the business
          or condition, financial or otherwise, of Chempower. 

                    (b)  AUTHORIZATION; VALIDITY. The execution, delivery,
                         -----------------------
          and performance of this Agreement and the documents and
          instruments provided for in Section 2 hereof by Chempower are
          within Chempower's corporate powers, have been duly authorized,
          and are not in contravention of law or the terms of Chempower's
          charter, by-laws, or regulations or of any agreement, indenture,
          order, judgment, decree or undertaking to which Chempower is a
          party or by which it is bound; this Agreement is, and each of the
          documents and instruments identified in Section 2 above when
          executed and delivered will be, legal, valid and binding
          obligations of Chempower and enforceable against Chempower in
          accordance with their respective terms, subject to bankruptcy,
          insolvency, and other similar laws relating to or affecting the
          enforceability of creditors rights generally and general
          equitable principles (whether at a proceeding at law or in
          equity): no consent, approval, or authorization of, or
          registration or declaration with, any governmental authority or
          other person is required in connection with the execution,
          delivery and performance by Chempower of any of the documents and
          instruments identified in Section 2 above. 

                    (c)  NO VIOLATION. The execution, delivery and
                         ------------
          performance by Chempower of this Agreement and the documents and
          instruments identified in Section 2 above do not violate any
          provision of law, statute or ordinance, or any rule or regulation
          promulgated pursuant thereto. 

                    (d)  COMPLIANCE WITH LAWS. Chempower is in compliance
                         --------------------
          with all laws, rules, regulations, court orders and decrees, and
          orders of any governmental agency which are applicable to
          Chempower, including environmental laws and all applicable
          federal and state health and safety laws, regulations, ordinances
          or rules, except to the extent that any non-compliance will not,
          in the aggregate, have a materially adverse effect on Chempower
          or the ability of Chempower to fulfill its obligations under this
          Agreement. 

                    (e)  SOLVENCY. Chempower has received consideration
                         --------
          which is the reasonable equivalent value of the obligations and
          liabilities that Chempower has incurred hereunder and under the
          Principal Shareholders' Note and the Security Agreement.
          Chempower is and after the execution and delivery of this
          Agreement and the Principal Shareholders' Note will be solvent.
          Chempower is not engaged or about to engage in any business or
          transaction for which the assets retained by it shall be an
          unreasonably small capital, taking into consideration the
          obligations incurred by it hereunder. Chempower does not intend
          to, nor does it believe that it will, incur debts beyond its
          ability to pay them as they mature. 

                    Notwithstanding the representations and warranties of
          Chempower set forth above, Chempower and American Eco shall have
          no obligation or liability with respect to the breach or
          inaccuracy of any representation or warranty of Chempower which
          speaks as of or prior to the Closing and the Effective Time of
          the Merger. 

               5.   REPRESENTATIONS AND WARRANTIES OF AMERICAN ECO.
                    ----------------------------------------------

               American Eco represents and warrants to the Agent and the
          Principal Shareholders (which representations and warranties
          shall survive the execution of this Agreement until the full and
          final payment, performance, and observance of all of the
          indebtedness and obligations provided for under this Agreement
          and the instruments identified in Sections 2 and 3 above) that: 

                    (a)  ORGANIZATION OF AMERICAN ECO. American Eco is a
                         ----------------------------
          duly organized and validly existing corporation under the laws of
          the Province of Ontario, Canada and is duly qualified and in good
          standing in every state where, because of the nature of its
          activities or properties, such qualification is required and
          where the failure to be so qualified would have a material
          adverse effect upon the business or condition, financial or
          otherwise, of American Eco. 

                    (b)  AUTHORIZATION; VALIDITY. American Eco has full
                         -----------------------
          corporate power, authority, and legal right to own and operate
          its respective properties and to carry on the business in which
          it engages and currently intends to engage. The execution,
          delivery, and performance of this Agreement, the Principal
          Shareholders' Guaranty, and the Pledge Agreement are within
          American Eco's corporate powers, have been duly authorized, and
          are not in contravention of law or the terms of American Eco's
          charter, bylaws, or regulations or of any agreement, indenture,
          order, judgment, decree or undertaking to which American Eco is a
          party or by which it is bound; this Agreement is, and each of the
          Principal Shareholders' Guaranty and the Pledge Agreement when
          executed and delivered will be, legal, valid and binding
          obligations of American Eco and enforceable against American Eco
          in accordance with their respective terms, subject to bankruptcy,
          insolvency, and other similar laws relating to or affecting the
          enforceability of creditors' rights generally and general
          equitable principles (whether at a proceeding at law or in
          equity); no consent, approval, or authorization of, or
          registration or declaration with, any governmental authority or
          other person is required in connection with the execution,
          delivery and performance by American Eco of this Agreement, the
          Principal Shareholders' Guaranty, and the Pledge Agreement. 

                    (c)  NO VIOLATION. The execution, delivery and
                         ------------
          performance by American Eco of this Agreement, the Principal
          Shareholders' Guaranty and the Pledge Agreement do not violate
          any provision of law, statute or ordinance, or any rule, order or
          regulation promulgated pursuant thereto. 

                    (d)  FINANCIAL STATEMENTS. American Eco has furnished
                         --------------------
          to the Agent financial data and reports concerning American Eco
          as of and for the period ending November 30, 1996, including a
          balance sheet (the "November 30 Balance Sheet"). This data is
          complete and correct in all material respects (excluding the
          treatment of certain costs and expenses relating to the
          consummation of the Merger and the closing of the transactions
          contemplated by this Agreement) and fairly presents the financial
          condition of American Eco as of the date thereof. 

                    (e)  FINANCIAL CONDITION AT DATE OF AGREEMENT.  As of
                         ----------------------------------------
          the date of this Agreement, American Eco has no material amount
          of liabilities, contingent or otherwise, required to be reflected
          in accordance with generally accepted accounting principles
          ("GAAP"), which are not reflected in the November 30 Balance
          Sheet, other than those liabilities arising in the ordinary
          course of business and such other liabilities as have been
          previously disclosed to the Agent and/or the Principal
          Shareholders in writing. As of the date of this Agreement,
          American Eco has no outstanding or existing commitments for the
          purchase of land, buildings, equipment, materials, or supplies,
          or any contracts for services except for those made in the
          ordinary course of business. 

                    (f)  NO ADVERSE CHANGES. Since November 30, 1996, there
                         ------------------
          has been no material adverse change in the condition, financial
          or otherwise, of American Eco, and the business, operations, and
          properties of American Eco have not been substantially and
          adversely affected in any way as a result of any fire, explosion,
          earthquake, accident, labor disturbance, requisition or taking of
          property by any governmental authority, flood, riot, or act of
          God. 

                    (g)  LITIGATION. There is no pending or, to the
                         ----------
          knowledge of American Eco, threatened action, suit or proceeding
          before any court or other governmental authority or any
          arbitrator against American Eco that may materially and adversely
          impair the ability of American Eco to perform its obligations
          under this Agreement, the Principal Shareholders' Guaranty, and
          the Pledge Agreement. 

                    (h)  COMPLIANCE WITH LAWS.  American Eco is in
                         --------------------
          compliance with all laws, rules, regulations, court orders and
          decrees, and orders of any governmental agency which are
          applicable to American Eco, including environmental laws and all
          applicable federal and state health and safety laws, regulations,
          ordinances or rules, except to the extent that any non-compliance
          will not, in the aggregate, have a materially adverse effect on
          American Eco or the ability of American Eco to fulfill its
          obligations under this Agreement, the Principal Shareholders'
          Guaranty, and the Pledge Agreement. 

                    (i)  SOLVENCY.  American Eco has received consideration
                         --------
          which is the reasonable equivalent value of the obligations and
          liabilities that American Eco has undertaken under this
          Agreement, the Principal Shareholders' Guaranty, and the Pledge
          Agreement. American Eco is now, and after the execution and
          delivery of the this Agreement, the Principal Shareholders'
          Guaranty, and the Pledge Agreement will be solvent. American Eco
          is not engaged or about to engage in any business or transaction
          for which the assets retained by it shall be an unreasonably
          small capital, taking into consideration the obligations incurred
          by it hereunder. American Eco does not intend to, nor does it
          believe that it will, incur debts beyond its ability to pay them
          as they mature. 

                    (j)  COMPLIANCE WITH OTHER INSTRUMENTS. American Eco is
                         ---------------------------------
          not in default in the performance, observance, or fulfillment of
          any of the material obligations, covenants, or conditions
          contained in (i) any evidence of indebtedness for borrowed money
          or (ii) any lease or other instrument. Neither the execution and
          delivery of this Agreement, the Principal Shareholders' Guaranty,
          or the Pledge Agreement, nor the consummation of the transactions
          contemplated thereby, nor compliance with the terms and
          provisions thereof will violate in any material respect the
          provisions of any material permit or license, or conflict with or
          result in a breach of, in any material respect, any of the terms,
          conditions or provisions of any restriction or of any agreement
          or instrument to which American Eco is now a party; nor will such
          compliance constitute a default thereunder or result in the
          creation or imposition of any lien, charge, or encumbrance of any
          nature whatsoever upon any of the properties or assets of
          American Eco other than as provided in the Pledge Agreement. 

                    (k)  MATERIAL RESTRICTIONS.  American Eco is not a
                         ---------------------
          party to any agreement or other instrument or subject to any
          other restriction which materially adversely affects its
          business, properties (as a whole), assets (as a whole),
          operations, or conditions, financial or otherwise. 

                    (l)  CORRECTNESS OF DATA FURNISHED.  Except as
                         -----------------------------
          otherwise specifically qualified elsewhere in this Agreement or
          the Disclosure Schedule or Exhibits attached hereto, the
          Agreement, the Disclosure Schedule, and the Exhibits hereto,
          taken as a whole, are true and correct in all material respects;
          and to the knowledge of American Eco, the matters disclosed in
          the Agreement and the Disclosure Schedule and Exhibits attached
          hereto, taken as a whole, set forth all material facts which
          specifically affect American Eco's business, properties or
          condition (financial or otherwise). 

               6.   AFFIRMATIVE COVENANTS OF CHEMPOWER.
                    ----------------------------------

               Chempower undertakes, covenants, and agrees that, until the
          full and complete payment, performance, and observance of
          Chempower's obligations under this Agreement, the Principal
          Shareholders' Note, and the Security Agreement: 

                    (a)  PAYMENT OF AMOUNTS DUE. Chempower will make all
                         ----------------------
          payments of the principal of and interest on the Principal
          Shareholders' Note promptly as the same become due. 

                    (b)  CONDUCT OF BUSINESS IN THE ORDINARY COURSE.
                         ------------------------------------------
          Chempower shall conduct its business and that of its Subsidiaries
          only in the regular and ordinary course of business, consistent
          with past practice and shall use all reasonable efforts to (i)
          preserve intact its business, (ii) keep available the services of
          its current officers and employees, or their duly appointed
          successors, and (iii) preserve its relationships with desirable
          customers, suppliers, licensors, licensees, distributors and
          others having business dealings with it. Chempower will cause to
          be done all things necessary to preserve and to keep in full
          force and effect its existence and rights and those of its
          Subsidiaries and will conduct its business in a prudent manner. 

                    (c)  BOARD OF DIRECTORS. Chempower shall take any and
                         ------------------
          all action necessary to ensure that the Board of Directors of
          Chempower, following the Effective Time of the Merger and until
          Chempower's obligations under this Agreement, the Principal
          Shareholders' Note, and the Security Agreement have been paid,
          performed and otherwise observed in full, consists of three
          directors, two of whom shall be designated by the Principal
          Shareholders and one of whom will be designated by American Eco. 

                    (d)  QUARTERLY FINANCIAL STATEMENTS. Chempower shall
                         ------------------------------
          deliver to the Agent within forty-five (45) days after the close
          of each fiscal quarter, a balance sheet as at the end of such
          quarter, an income and expense statement for such quarter, each
          prepared in accordance with GAAP (except as otherwise provided
          herein and except that the Agent acknowledges that such financial
          statements are subject to normal year-end adjustments and are
          without footnotes), and a statement that after reasonable,
          diligent inquiry no Event of Default (as defined herein) exists,
          or if an Event of Default does exist, specifying the nature
          thereof. Notwithstanding the foregoing, as long as the loan to be
          obtained by Chempower from First National Bank of Ohio pursuant
          to the Loan Agreement, by and between Chempower and First
          National Bank of Ohio, dated February 28, 1997, remains
          outstanding, the provision to the Agent of the financial
          statements required to be delivered to First National Bank of
          Ohio in connection with such Loan Agreement shall be deemed to
          satisfy the requirements of this Section 6(d). 

                    (e)  COMPLIANCE WITH LAWS. Chempower will comply and
                         --------------------
          will cause its Subsidiaries to comply, in all material respects
          with all federal, state, and local laws and regulations material
          to its business now in effect or hereafter promulgated by any
          properly constituted governmental authority having jurisdiction. 

                    (f)  MAINTENANCE OF PROPERTIES. Chempower will at all
                         -------------------------
          times maintain, preserve, protect, and keep its properties and
          those of its Subsidiaries used in the conduct of its business in
          good repair, working order, and condition, ordinary wear and tear
          excepted, and, from time to time, make all needful and proper
          repairs, renewals, replacements, betterments, and improvements
          thereto, so that the business carried on in connection therewith
          may be properly conducted at all times. 

                    (g)  PAYMENT OF TAXES, ETC. Chempower will pay and
                         ---------------------
          discharge, and will cause its Subsidiaries to pay and discharge,
          all lawful taxes, assessments, and governmental charges or levies
          imposed upon it or them, or upon its or their income or profits,
          or upon any of its or their properties, before the same shall
          become in default, as well as all lawful claims for labor,
          materials, and supplies which, if unpaid, might become a lien or
          charge upon such properties or any part thereof; provided,
          however, Chempower shall not be required to pay and discharge any
          such tax, assessment, charge, levy, or claim so long as the
          validity thereof shall be contested in good faith by appropriate
          proceedings and there shall be set aside such reserves with
          respect thereto as are required by GAAP. Chempower will in all
          events pay such tax, assessment, charge, levy or claim before the
          property subject thereto shall be sold to satisfy any lien which
          has attached as security therefor. 

                    (h)  ACCESS TO INFORMATION. Chempower shall afford the
                         ---------------------
          Agent and the Agent's accountants, counsel and other
          representatives, full access, during normal business hours at all
          times prior to the full and complete payment, performance, and
          observance of Chempower's obligations under this Agreement, the
          Principal Shareholders' Note, and the Security Agreement, to all
          of the properties, books, contracts, commitments and records of
          Chempower and its Subsidiaries. 

                    (i)  NOTIFICATION OF CERTAIN EVENTS. Chempower
                         ------------------------------
          covenants and agrees to give prompt written notice to the Agent
          of (i) the occurrence (or non-occurrence) of any event the
          occurrence (or nonoccurrence) of which would be likely to cause
          (A) any representation or warranty contained in this Agreement to
          be untrue or inaccurate in any material respect or (B) any
          covenant, agreement or condition in this Agreement not to be
          complied with or satisfied in any material respect; (ii) any
          failure by Chempower to comply with or satisfy any covenant,
          agreement or condition contained in this Agreement in any
          material respect; and (iii) any litigation, legal proceeding or
          threat of legal proceeding involving Chempower and/or any of its
          Subsidiaries that may materially and adversely impair the ability
          of Chempower to perform its obligations under the Principal
          Shareholders' Note. 

                    (j)  FURTHER ASSURANCES. Chempower agrees to execute
                         ------------------
          and deliver to the Agent, any agreements, documents and
          instruments, including, without limitation, another Principal
          Shareholders' Note as a replacement or substitution (subject to a
          satisfactory affidavit of loss) as may be required by the Agent,
          and to take such other actions as reasonably requested by the
          Agent to effect the transactions contemplated hereby. 

               7.   NEGATIVE COVENANTS OF CHEMPOWER.
                    -------------------------------

               Chempower undertakes, covenants, and agrees that, until the
          full and complete payment, performance, and observance of
          Chempower's obligations under this Agreement, the Principal
          Shareholders' Note, and the Security Agreement, unless it has
          obtained the prior written consent of the Agent: 

                    (a)  CAPITAL STOCK. Chempower shall not (i) adjust,
                         -------------
          split, combine or reclassify any shares of capital stock; (ii)
          make, declare, set aside or pay any dividend or make any other
          distribution on, or directly or indirectly issue, sell, pledge,
          grant, redeem, repurchase or otherwise acquire, any shares of its
          or any Subsidiary's capital stock, any securities or obligations
          convertible into or exchangeable for any shares of its or any
          Subsidiary's capital stock, or any options, warrants or other
          rights to acquire any shares of its or any Subsidiary's capital
          stock except the issuance of stock pursuant to the exercise of
          employee stock options outstanding on the date hereof; or (iii)
          grant any stock option or appreciation rights or other rights to
          share in the equity value of Chempower or any Subsidiary; 

                    (b)  CONTRACTS; LEASES OF REAL PROPERTY. Chempower
                         ----------------------------------
          shall not, except in the ordinary course of business, (i) make or
          enter into any agreement, commitment or contract giving rise to
          obligations extending beyond 90 days from the date hereof, or
          modify, amend or terminate any material contract (other than as
          required by the terms thereof), or pay any amount not required by
          law or by any contract; or (ii) make or enter into any lease of
          real property or extend or amend any existing lease of real
          property; 

                    (c)  MERGERS; CONSOLIDATIONS.  Chempower shall not
                         -----------------------
          dissolve or liquidate, or consolidate with or merge with or into
          any person, firm, corporation or entity or otherwise effect any
          business combination with any person, firm, corporation or
          entity; nor shall Chempower approve any such dissolution,
          liquidation, consolidation, or merger with respect to any of its
          Subsidiaries. 

                    (d)  PURCHASES OR TRANSFERS OF ASSETS; LIMITATION ON
                         -----------------------------------------------
          INDEBTEDNESS.  Chempower shall not (i) acquire, sell, lease,
          ------------
          encumber, transfer or dispose of any assets, including the stock
          of any Subsidiary, or make any capital expenditures, except in
          the ordinary course of business or pursuant to obligations in
          effect on the date hereof; (ii) purchase the capital stock of any
          other person; or (iii) incur any indebtedness for borrowed money
          or guarantee any indebtedness or issue or sell securities or
          warrants or rights to acquire any debt securities or guarantee
          (or become liable for) any debt of others or make any loans,
          advances or capital contributions or mortgage, pledge or
          otherwise encumber any assets or create or suffer any material
          lien thereupon, except for (x) the security interests granted
          under the Security Agreement or (y) indebtedness which has been
          approved by the Board of Directors of Chempower with the
          affirmative vote of both Toomas J. Kukk and Ernest M. Rochester,
          by Toomas J. Kukk in his capacity as an officer of Chempower, or
          by the Agent; 

                    (e)  MAINTENANCE OF INSURANCE.  Subject to the exercise
                         ------------------------
          of reasonable business judgment, Chempower shall not cancel or
          otherwise take any action reasonably likely to result in the
          termination of any insurance policies currently in existence
          insuring the assets or properties of, or providing coverage
          against liabilities of, Chempower, any of its Subsidiaries, or
          the businesses conducted by them. 

                    (f)  SATISFACTION OF CLAIMS. Chempower shall not pay,
                         ----------------------
          discharge or satisfy any claims, liabilities or obligations
          (absolute, accrued, asserted or unassorted, contingent or
          otherwise), other than any payment, discharge or satisfaction (i)
          in the ordinary course of business consistent with past practice,
          or (ii) in accordance with their terms, of liabilities reflected
          or reserved against in, or contemplated by, the financial
          statements (or the notes thereto) of Chempower for the fiscal
          year ended December 31, 1996. Notwithstanding the preceding
          sentence, however, Chempower shall not pay, discharge or satisfy
          any claims, liabilities or obligations in connection with the
          litigation and claims listed on Schedule 3.15 to the Merger
          Agreement, other than attorneys' fees and other expenses of
          defending such actions, final non-appealable judgments, and
          appeal bonds relating to appealable judgments, it being
          understood and agreed that Chempower shall keep the Agent fully
          informed of all material developments in connection with such
          claims and litigation; 

                    (g)  LIMITATION ON INVESTMENTS. Chempower will not
                         -------------------------
          purchase or otherwise acquire or make any investment, except for
          (i) investments existing on the date of this Agreement but
          without any increase therein (no increase in an investment shall
          be deemed to have occurred solely by reason of an increase in the
          fair market value of such investment or increases in the net
          worth in the person that is the subject of the investment
          resulting from earnings of such person), or (ii) investments in
          the ordinary course of business. 

                    (h)  PARTNERSHIPS AND JOINT VENTURES. Chempower shall
                         -------------------------------
          not, and will not permit any Subsidiary to, act or participate as
          a general or limited partner in any partnership or a joint
          venturer in any joint venture, except such joint ventures or
          partnerships in which Chempower is participating as of the date
          of this Agreement. 

                    (i)  TRANSACTIONS WITH AFFILIATES OR SHAREHOLDERS.
                         --------------------------------------------
          Chempower shall not engage in any transaction with any affiliate
          or shareholder, unless (i) such transaction is at arms length and
                          ------
          on terms that are at least as favorable to Chempower as those
          prevailing at the time for comparable transactions with
          nonaffiliated persons; and (ii) in any event, such transaction
          does not require Chempower to make payments, advances, or loans
          to any affiliate or shareholder in an amount exceeding $25,000. 

                    (j)  EMPLOYEE BENEFITS. Except as required by law or
                         -----------------
          contemplated by this Agreement, Chempower shall not, subject to
          its reasonable business judgment, (i) enter into, adopt, amend or
          terminate any employee benefit plan or any agreement,
          arrangement, plan or policy between Chempower and one or more of
          its directors, officers, or employees; (ii) increase in any
          manner the compensation or fringe benefits of any director,
          officer or employee; (iii) grant any bonus to any of its
          executive officers or pay any termination, severance or other
          benefit not required by any plan and arrangement as in effect on
          the date hereof; or (iv) with respect to any employee benefit
          plans subject to the requirements of ERISA, take any actions
          which do not comply with such requirements or which may result in
          a tax, penalty or other liability under Section 4975 of the Code,
          Section 502(i), or any other provision, of ERISA. 

                    (k)  EMPLOYMENT AGREEMENTS. Chempower shall not, by
                         ---------------------
          action of its officers, directors, or shareholder (acting either
          in its capacity as the sole shareholder of Chempower or as a
          party to such agreements), (i) terminate the Employment
          Agreements between each of Toomas J. Kukk and Ernest M. Rochester
          and Chempower and American Eco, entered into in connection with
          the Merger, except for "cause" (as defined in such Employment
          Agreement); (ii) take any action with the intention of (or which
          it reasonably believes may have the effect of) causing either Mr.
          Kukk or Mr. Rochester to terminate such agreement; or (iii)
          constructively discharge either Mr. Kukk or Mr. Rochester from
          the position or responsibilities of his employment as described
          in his Employment Agreement, or materially hinder or impede
          either of them in the performance of such responsibilities. 

                    (l)  VIOLATION OF LAWS. Chempower shall not violate, or
                         -----------------
          use any Collateral (as defined in the Security Agreement) in
          violation of, any applicable material statute, ordinance, or
          regulation, including, in each case, Environmental Laws. 

                    (m)  ENVIRONMENTAL COMPLIANCE.  Chempower will conduct
                         ------------------------
          its business in material compliance with all environmental laws,
          regulations, and permits, except to the extent that compliance is
          being contested in good faith by appropriate proceedings and
          reserves are established or other appropriate provisions made
          therefor in accordance with GAAP (to the extent such reserves or
          provisions are required in accordance with GAAP); 

                    (n)  CHANGE IN LOCATIONS.  Except for changes resulting
                         -------------------
          from sales of Inventory (as defined in the Security Agreement) in
          the ordinary course of Chempower's business, Chempower shall not
          make any change in any location where Chempower's Inventory or
          Equipment (as defined in the Security Agreement) is maintained or
          any change in the location of the office where Chempower's
          records pertaining to its accounts and contract rights are kept; 

                    (o)  CHANGES IN ORGANIZATIONAL DOCUMENTS. Chempower
                         -----------------------------------
          shall not make any changes in the Articles of Incorporation, Code
          of Regulations or By-laws, as amended to date, of Chempower or
          any Subsidiary, except as contemplated hereby; 

                    (p)  CHANGES IN ACCOUNTING PRINCIPLES. Chempower shall
                         --------------------------------
          not change any of the accounting principles or practices used by
          it (except as required by GAAP or Canadian generally accepted
          accounting principles, or as a result of its consolidation for
          financial reporting purposes with American Eco);

                    (q)  TAXES. Chempower shall not, subject to its
                         -----
          reasonable business judgment, make any material tax election or
          settle or compromise any material federal, state, local or
          foreign income tax liability, or waive or extend the statute of
          limitations in respect of any such taxes; and 

                    (r)  OTHER ACTIONS. Chempower shall not agree to, or
                         -------------
          make any commitment to take any of the actions prohibited by this
          Section 7; or take any action, or agree or commit to take any
          action that would make any representation or warranty of
          Chempower hereunder inaccurate in any material respect at, or as
          of any time prior to the full and final payment, performance, and
          observance of all of the indebtedness and obligations provided
          for under this Agreement and the instruments identified in
          Sections 2 and 3 above, or omit or agree or commit to omit to
          take any action necessary to prevent any such representation or
          warranty from being inaccurate in any material respect at any
          such time. 

               8.   COVENANTS OF AMERICAN ECO.
                    -------------------------

               American Eco undertakes, covenants, and agrees that, until
          the full and complete payment, performance, and observance of all
          of American Eco's obligations under this Agreement, the Principal
          Shareholders' Guaranty, and the Pledge Agreement: 

                    (a)  PAYMENT OF AMOUNTS DUE. In the event that
                         ----------------------
          Chempower fails to make any payments of the principal of and/or
          interest on the Principal Shareholders' Note promptly as the same
          become due, American Eco will make such payments to the Agent in
          accordance with the terms of the Principal Shareholders'
          Guaranty. American Eco shall wire to Chempower any amount payable
          with respect to interest on the Principal Shareholders' Note at
          least one (1) day prior to the date upon which such interest
          shall become due and payable by Chempower. If American Eco fails
          to make any of the payments provided for above, the Agent may
          exercise any and all of its rights under the Pledge Agreement,
          and the Security Agreement. Further, the rights of American Eco
          and its affiliates to payment of any amounts that may from time
          to time be owed to them or any of them by Chempower or its
          subsidiaries (any such amounts, the "Intercompany Debt") shall be
          subordinate in right of payment to the prior payment in full of
          the entire principal amount of and all accrued but unpaid
          interest on the Principal Shareholders' Note, and all other
          amounts due and owing under or in connection with this Agreement
          or the instruments identified in Sections 2 and 3 hereof
          delivered in connection herewith; provided that, so long as no
          Event of Default, or an event which with notice or passage of
          time or both would constitute an Event of Default hereunder, has
          occurred and is continuing, any Intercompany Debt that is
          otherwise permitted by the terms of this Agreement may be paid in
          the ordinary course. 

                    (b)  BOARD OF DIRECTORS. One designee of the Principal
                         ------------------
          Shareholders, who shall initially be Ernest M. Rochester, will
          have the right to attend all meetings of the Board of Directors
          and any committees thereof as an observer until such time as the
          obligations of Chempower under the Principal Shareholders' Note
          are paid in full. 

                    (c)  MANAGEMENT OF CHEMPOWER. (i) American Eco shall
                         -----------------------
          permit the Agent, through the officers and directors of
          Chempower, to operate and otherwise conduct the business of
          Chempower under and at the exclusive control, direction, and
          discretion of the Agent; further, American Eco agrees not to take
          any action to interfere with the meaningful exercise of such
          control, direction, or discretion by the Agent? 

                         (ii) The Agent, on the other hand, agrees that, in
               the operation and conduct of Chempower's business, he shall
               not take, or omit to take, as the case may be, any action to
               (x) alter Chempower's equity structure or (y) cause
               Chempower to enter into any material transactions not in the
               ordinary course of business or to sell all or substantially
               all of its assets, consolidate with or merge with or into
               any person, firm, corporation or entity, or otherwise effect
               any business combination with any person, firm, corporation
               or entity, without the consent of American Eco; provided,
                                                          --------
               however, that nothing provided for in this paragraph shall
               -------
               limit in any way the Agent's rights under this Agreement or
               under the instruments identified in Sections 2 and 3 hereof
               and executed in connection herewith, in the event of an
               Event of Default hereunder. 

                    (d)  OTHER ACTIONS.  American Eco shall not: 
                         -------------

                    (i)  take any action to cause or which may result in
               Chempower (A) failing to take the actions which it has
               agreed to take pursuant to Section 6 of this Agreement or
               (B) taking any actions which it has agreed not to take
               pursuant to Section 7 of this Agreement; 

                    (ii) charge or otherwise impose any obligation upon
               Chempower to make payments for overhead, management fees or
               expenses, or similar expenses of American Eco which American
               Eco may deem attributable to Chempower or the conduct of its
               business;

                    (iii) agree to, or make any commitment to take any of
               the actions prohibited by this Section 8; or 

                    (iv) take any action, or agree or commit to take any
               action that would make any representation or warranty of
               American Eco or Chempower hereunder inaccurate in any
               material respect at, or as of any time prior to the full and
               final payment, performance, and observance of all of the
               indebtedness and obligations provided for under this
               Agreement and the instruments identified in Sections 2 and 3
               above, or omit or agree or commit to omit to take any action
               necessary to prevent any such representation or warranty
               from being inaccurate in any material respect at any such
               time. 

               9.   DEFAULTS AND REMEDIES.

               The occurrence of any one or more of the following shall
          constitute an Event of Default under this Agreement (provided
          that, with respect to the events identified in paragraphs (c),
          (d), (e), (f), (g), (i), and (k), such none of such events shall
          constitute an Event of Default unless such event has not been
          cured within ten (10) days following delivery by the Agent to
          American Eco of written notice of such Event of Default): 

                    (a)  Default shall be made in the payment of any
          principal on the Principal Shareholders' Note when and as the
          same shall become due and payable, whether at maturity or
          otherwise; 

                    (b)  Default shall be made in the payment of any
          interest on the Principal Shareholders' Note when and as the same
          shall become due and payable (provided that such Event of Default
          has not been cured within five (5) days following delivery by the
          Agent to American Eco of written notice of such Event of
          Default); 

                    (c)  Failure by Chempower to observe or perform any
          covenant or obligation of Chempower under this Agreement and/or
          the Security Agreement or, except as provided in the last clause
          of Section 4 hereof, any representation or warranty of Chempower
          set forth in this Agreement or in the Security Agreement shall
          have been untrue or incomplete in any material respect when made;


                    (d)  Failure by American Eco to perform any of its
          obligations under the Principal Shareholders' Guaranty in full
          when due; 

                    (e)  Failure by American Eco to observe or perform any
          covenant or obligation of American Eco under this Agreement
          and/or the Pledge Agreement or any representation or warranty of
          American Eco set forth in this Agreement or in the Pledge
          Agreement shall have been untrue or incomplete in any material
          respect when made; 

                    (f)  Failure by either Chempower or American Eco to
          observe or comply with any agreement or obligation set forth or
          provided for in any collateral security document or other
          document, instrument or agreement delivered by either or both of
          them in connection with the transactions herein provided or any
          representation or warranty of either or both Chempower or
          American Eco set forth in any such document shall have been
          untrue or incomplete in any material respect when made; or 

                    (g)  Failure by either Chempower or American Eco to
          observe or comply with any material agreement or obligation set
          forth or provided for in either the Employment Agreement or the
          Non-Competition Agreement with either Toomas J. Kukk or Ernest M.
          Rochester, unless such failure follows a material breach by
          either of Messrs. Kukk or Rochester of their obligations under
          such agreements; or 

                    (h)  Default in an amount in excess of $300,000 in
          respect of any other indebtedness of Chempower or American Eco,
          which default continues beyond any applicable grace period or
          cure period; or 

                    (i)  If any of the following events occur: (i) any
          Benefit Plan incurs a material "accumulated funding deficiency"
          (as such term is defined in ERISA) whether waived or not, (ii)
          Chempower or any affiliate engages in a material "prohibited
          transaction" (as such term is defined in Section 406 of ERISA or
          Section 4975 of the Code), (iii) subject to Chempower's
          reasonable business judgment, any Benefit Plan is terminated or
          partially terminated, (iv) a trustee is appointed by an
          appropriate United States district court to administer any
          Benefit Plan, or (v) the Pension Benefit Guaranty Corporation
          institutes proceedings to terminate any Benefit Plan or to
          appoint a trustee to administer any Benefit Plan; or 

                    (j)  Any of the following events evidencing the
          financial difficulties of either or both of Chempower or American
          Eco shall occur: (i) any admission in writing of inability to pay
          debts as they become due or the failure to pay debts generally as
          such debts become due; or (ii) the entry of an order for relief
          in the name of either or both of Chempower or American Eco under
          Title 11 of the United States Code or similar provisions of
          foreign law; or (iii) either or both of Chempower or American Eco
          shall make an assignment for the benefit of creditors; or (iv)
          Chempower or American Eco shall consent to the appointment of a
          trustee or receiver for all or a major part of its property; or
          (v) the commencement of a case by Chempower or American Eco under
          Title 11 of the United States Code or similar provisions of
          foreign law; or (vi) the commencement of a case under Title 11 of
          the United States Code or similar provisions of foreign law
          against Chempower or American Eco or any subsidiary thereof,
          which case shall not be dismissed, vacated, denied, set aside, or
          stayed within 30 days from the date of commencement; or (vii) the
          entry of a court order appointing a receiver or a trustee for all
          or a major part of Chempower or American Eco's property without
          consent, which order shall not be dismissed, vacated, denied, set
          aside, or stayed within 60 calendar days from the date of entry;
          or (viii) the entry of a judgment or judgments for the payment of
          money aggregating in excess of $300,000 against Chempower or
          American Eco, and the same shall not be satisfied and discharged
          within 90 calendar days from the date of entry thereof or an
          appeal or other proceeding for the review thereof shall not be
          taken within the period allowed to take such appeal and a stay of
          execution pending such appeal shall not be obtained; or 

                    (k)  a material adverse change in the business,
          operations, management, or financial condition of Chempower or
          American Eco that would impair its ability to comply with and
          perform its obligations under, with respect to Chempower, this
          Agreement, the Principal Shareholders' Note, or the Security
          Agreement, or, with respect to American Eco, this Agreement, the
          Principal Shareholders' Guaranty, or the Pledge Agreement, as
          determined by the Agent in good faith, shall have occurred; or 

                    (l)  any court or administrative or regulatory agency
          shall have issued an injunction or order that materially
          restricts or enjoins Chempower or American Eco from conducting
          any material part of its business as now conducted. 

          Notwithstanding paragraphs (c), (f), and (g) above in so far as
          they relate to Chempower, no Event of Default under any of the
          aforementioned paragraphs shall be deemed to have occurred as a
          result of actions by Chempower which both (i) have been
          authorized or taken by the Board of Directors of Chempower with
          the affirmative vote of both Toomas J. Kukk and Ernest M.
          Rochester (but without the affirmative vote of the third member
          of the Board of Directors), by Toomas J. Kukk in his capacity as
          an officer of Chempower, or by the Agent and (ii) but for the
          operation of this proviso, would constitute an Event of Default
          under any of the aforementioned paragraphs at the time authorized
          or taken. Nothing in this proviso shall in any way limit the
          Agent's rights in the case of an Event of Default under any
          paragraph of this Section other than the aforementioned
          paragraphs. 

          If there shall occur any Event of Default set forth in
          Subsections (a) through (i); (j)(i), (iii), (iv), (vii) or
          (viii); (k) or (l) above, the Agent, by written notice to
          American Eco and Chempower, may declare the unpaid principal of
          and accrued interest on the Principal Shareholders' Note to be
          immediately due and payable, whereupon the total amount of the
          then unpaid principal of and interest on such Principal
          Shareholders' Note shall become due and payable, without any
          further notice, presentment, or demand of any kind, all of which
          are hereby expressly waived by Chempower. If there shall occur
          any Event of Default set forth in Subsections (j)(ii), (v) or
          (vi) above, all indebtedness on the Principal Shareholders' Note
          shall automatically become and be immediately due and payable. 
          Upon the occurrence of any Event of Default and at all times
          thereafter during which such Event of Default shall continue, the
          Agent shall have the rights and remedies of a secured party under
          the UCC in addition to the rights and remedies expressly provided
          for under this Agreement and the instruments referred to in
          Sections 2 and 3 hereof. The Agent may require Chempower and/or
          American Eco to assemble the Collateral (as used hereinafter,
          including all such items as are included in the definitions of
          Collateral under both the Security Agreement and the Pledge
          Agreement) and make it available to the Agent at a reasonably
          convenient place to be designated by the Agent. The Agent will
          give American Eco reasonable notice under the UCC of the time and
          place of any public sale of such Collateral or of the time after
          which any private sale or other intended disposition thereof is
          to be made. The requirement of reasonable notice shall be met if
          such notice is mailed (deposited for delivery, postage prepaid,
          by U.S. mail) to American Eco's address as set forth in Section
          12(c) of this Agreement (as modified by any change therein which
          American Eco has supplied in writing to the Agent), at least ten
          (10) days before the time of the public sale or the time after
          which any private sale or other intended disposition thereof is
          to be made. At any such public or private sale, the Agent may
          purchase such Collateral. After deduction for the expenses of the
          Agent, the residue of any such sale or other disposition shall be
          applied in satisfaction of the Obligations in such order of
          preference as the Agent may determine. Any excess, to the extent
          permitted by law, shall be paid to Chempower or American Eco, and
          Chempower and American Eco shall remain liable for any
          deficiency. 

               10.  CONDITIONS PRECEDENT. The obligation of the Principal
          Shareholders to perform in accordance with this Agreement and to
          engage in the transactions contemplated hereby shall be subject
          to the satisfaction of the following conditions prior to such
          performance by the Principal Shareholders: 

                    (a)  The Effective Time of the Merger shall have
          occurred; 

                    (b)  Chempower shall have executed and delivered each
          of the following documents: 

                    (i)  to the Exchange Agent, the Principal Shareholder's
               Note, which Principal Shareholders' Note, together with a
               cash payment of $7,444,712 of the Merger Consideration due,
               in the aggregate, to the Principal Shareholders, will then
               be delivered to the Agent upon surrender of the Certificates
               representing the Shares held by the Principal Shareholders
               in accordance with the provisions of Section 2.03 of the
               Merger Agreement;

                    (ii) to the Agent, the Security Agreement; and 


                    (iii) to the Agent, any other financing statements,
               mortgages, leasehold assignments, and other collateral
               documents required to grant and perfect liens on all assets
               of Chempower, as may be requested by the Agent. 

                    (c)  American Eco shall have executed and delivered to
          the Agent each of the following documents: 

                    (i)  the Principal Shareholders' Guaranty; 

                    (ii) the Pledge Agreement; 

                    (iii) share certificates, stock powers and/or other
               instruments necessary to perfect the pledge of all Chempower
               shares by American Eco, if so requested by the Agent; and 

                    (iv) An opinion of counsel for American Eco in form and
               substance satisfactory to the Agent and the Principal
               Shareholders and their counsel relating, inter alia., to the
                                                        ----------
               due authorization, legality and enforceability of the
               foregoing and to the perfection of the liens provided for
               under the Pledge Agreement. 

               11.  THE AGENT.

                    (a)  APPOINTMENT AND ACCEPTANCE.  The Principal
                         --------------------------
          Shareholders, by executing this Agreement, shall be deemed to
          have irrevocably appointed Toomas J. Kukk, and any successor
          appointed pursuant to Section 11 (d) hereof, as the Agent to be
          the representative and agent of the Principal Shareholders for
          all purposes under this Agreement on the terms and conditions set
          forth in this Section 11. Toomas J. Kukk, by his signature below,
          hereby accepts his appointment as the original Agent hereunder
          and agrees to act as the representative and agent of the
          Principal Shareholders for all purposes under this Agreement on
          the terms and conditions set forth in this Section 11. 

                    (b)  POWERS. As the representative and agent of the
                         ------
          Principal Shareholders, the Agent shall have full power and
          authority, for and on behalf of each and all of the Principal
          Shareholders and in their name, to do all things necessary or
          desirable (a) to determine the rights of the Principal
          Shareholders under this Agreement, the Principal Shareholders'
          Note, the Principal Shareholders' Guaranty, the Pledge Agreement
          and the Security Agreement, or to protect the interests of the
          Principal Shareholders therein, and (b) to carry out the
          provisions of, and to otherwise act on behalf of the Principal
          Shareholders under, this Agreement, the Principal Shareholders'
          Note, the Principal Shareholders' Guaranty, the Pledge Agreement
          and the Security Agreement, including, but not limited to, the
          following: (i) to receive, demand, collect, deposit, hold and
          disburse all payments of principal or interest on and proceeds of
          the Principal Shareholders' Note, the Principal Shareholders'
          Guaranty, the Security Agreement, and the Pledge Agreement; (ii)
          to commence, prosecute, defend or compromise and settle any
          disputes or legal proceedings relating to this Agreement, the
          Principal Shareholders' Note, the Principal Shareholders'
          Guaranty, the Pledge Agreement or the Security Agreement, and to
          take such other actions with respect to such disputes as he deems
          necessary or appropriate to resolve such disputes; (iii) to
          prepare, execute, endorse and deliver any and all drafts,
          certificates and any other documents and instruments in
          connection with this Agreement, the Principal Shareholders' Note,
          the Principal Shareholders' Guaranty, the Pledge Agreement or the
          Security Agreement; (iv) to sign and deliver contracts,
          directions, releases, consents, receipts and other written
          instruments on behalf of the Principal Shareholders as
          contemplated herein; (v) to employ and discharge attorneys and
          other professional advisors and agents as he deems necessary or
          desirable; (vi) to represent the interests of the Principal
          Shareholders at the Closing; (vii) to receive notices on behalf
          of the Principal Shareholders pursuant to Section 12(c) of this
          Agreement; and (viii) to do, or refrain from doing, all things
          required or permitted to be done under this Agreement, the
          Principal Shareholders' Note, the Principal Shareholders'
          Guaranty, the Pledge Agreement and the Security Agreement as
          fully as the Principal Shareholders could do or refrain from
          doing. 

                    (c)  IRREVOCABILITY. The powers and authority granted
                         --------------
          to the Agent as provided in this Section 11 are specifically
          declared to be coupled with an interest and given as security,
          and the death, incapacity or any action of any of the Principal
          Shareholders or the lapse of time shall not operate to revoke or
          in any way to impair or affect such powers and authority. 

                    (d)  RESIGNATIONS AND OTHER VACANCIES. An original or
                         --------------------------------
          any successor Agent may resign as such at any time, but such
          resignation shall not be effective until a successor Agent has
          qualified as set forth in this Section 11(d). In the event of the
          resignation, death, incapacity or other inability to serve of an
          original or any successor Agent, his or her successor may be
          designated by the written designation of the Principal
          Shareholders, or any person duly authorized to act on behalf of
          either of the Principal Shareholders, who shall deliver the
          original of such written designation to American Eco; provided,
                                                           --------
          however, that the first successor Agent shall be Ernest M. 
          -------
          Rochester, if he is then living and not incapacitated or
          otherwise unable to serve. Any successor to an Agent must qualify
          as such by executing a written instrument of acceptance of the
          appointment and delivering the original thereof to American Eco
          and a copy thereof to each of the Principal Shareholders. 

                    (e)  SCOPE OF DUTIES. The Agent shall have only such
                         ---------------
          duties and obligations as are imposed upon them by the provisions
          of this Section 11 and otherwise by the provisions of this
          Agreement, the Principal Shareholders' Note, the Principal
          Shareholders' Guaranty, the Pledge Agreement and the Security
          Agreement. The Agent hereby undertakes and agrees (a) to make all
          reasonable efforts to maximize the amounts realized by the Agent
          on the Principal Shareholders' Note, (b) to take all actions
          necessary to realize all proceeds available under the Security
          Agreement, the Principal Shareholders' Guaranty, and/or the
          Pledge Agreement to which the Agent may become entitled from time
          to time as beneficiary by the terms thereof as promptly as
          practicable following the occurrence of conditions required to
          entitle the Agent to collect such proceeds, (c) to take all
          reasonable actions to prevent the Principal Shareholders' Note,
          the Principal Shareholders' Guaranty, the Security Agreement and
          the Pledge Agreement and all payments thereon and proceeds
          thereof from becoming subject to any lien or adverse claim and
          (d) to promptly pay over to each of the Principal Shareholders
          that portion of all payments received by the Agent in respect of
          the Principal Shareholders' Note, the Principal Shareholders'
          Guaranty, the Security Agreement and the Pledge Agreement in the
          amount corresponding to the respective percentage interest of the
          Principal Shareholder in such payments as set forthon Exhibit E
          hereto. 

                    (f)  NO COMPENSATION.  The Agent shall not be
                         ---------------
          compensated for its services under this Section 11, except that
          he shall be reimbursed for any out-of-pocket expenses incurred in
          exercising the powers delineated in this Section 11. 

                    (g)  LIABILITY; INDEMNIFICATION.
                         --------------------------

                    (i)  Neither the Agent nor any of his agents shall be
               personally liable for any action taken or omitted by them
               under this Section 11, including without limitation the
               compromise of any disputes or legal proceedings, or any
               agreement, document or instrument executed in connection
               therewith, except for their own respective willful
               misconduct or gross negligence; provided, however, that such
                                            --------  -------
               limitation of liability shall not be effective to the extent
               that it is prohibited by statute or governing law. The Agent
               shall be entitled to rely upon advice of counsel concerning
               legal matters and upon any schedule, statement, report,
               notice or other document which he believes to be genuine or
               to have been presented by a proper person. 

                    (ii) The Principal Shareholders severally agree to
               indemnify and hold the Agent harmless from and against any
               claims, loss, liability, costs and expenses, including,
               without limitation, reasonable attorneys' fees, incurred by
               or asserted against the Agent and based on or arising out of
               (A) actions taken by the Agent in the exercise of his powers
               and duties herein provided or (B) claims of creditors,
               receivers or the bankruptcy estate of Chempower or American
               Eco with respect to payments made on the Principal
               Shareholders' Note, with each of the Principal Shareholders
               bearing a proportion of the costs of such indemnification
               corresponding to the percentage interest of such Principal
               Shareholder as set forth on Exhibit E hereto. 

                    (h)  TERMINATION OF POWERS. The powers, authority, 
                         ---------------------
          rights, duties and obligations granted or imposed as provided in
          this Section 11 shall terminate on the second annual anniversary
          following the last date on which the Principal Shareholders' Note
          has been paid in full or cancelled. Upon such termination, the
          Agent shall be released and discharged from all further duties
          and responsibilities under this Section 11. 

                    (i)  BINDING EFFECT. This Section 11 shall be binding 
                         --------------
          upon and inure to the benefit of the Agent and the Principal
          Shareholders, and their respective executors, administrators,
          successors and assigns. 

               12.  GENERAL PROVISIONS.

                    (a)  SEVERABILITY OF PROVISIONS. If any provision, 
                         --------------------------
          term, or portion of this Agreement, (including, without
          limitation, (a) any indebtedness, obligation, liability,
          contract, agreement, indenture, warranty, covenant, guaranty,
          representation, or condition of this Agreement made, assumed, or
          entered into, (b) any act or action taken under this Agreement,
          or (c) any application of this Agreement) is for any reason held
          to be illegal or invalid, such illegality or invalidity shall not
          affect any other such provision, term, or portion of this
          Agreement, each of which shall be construed and enforced as if
          such illegal or invalid provision, term, or portion were not
          contained in this Agreement. Any illegality or invalidity of any
          application of this Agreement shall not affect any legal and
          valid application of this Agreement, and each provision, term,
          and portion of this Agreement shall be deemed to be effective,
          operative, made, entered into, or taken in the manner and to the
          full extent permitted by law. 

                    (b)  WAIVER; RIGHTS CUMULATIVE; TIME OF EFFECTIVENESS
                         ------------------------------------------------
          OF DEMANDS AND NOTICES. The Agent shall not be deemed to have
          ----------------------
          waived any of its rights under this Agreement or under any other
          agreement, instrument, or document executed by Chempower or
          American Eco in connection with this Agreement, unless such
          waiver be in writing and signed by the Agent. No delay or
          omission on the part of the Agent in exercising any right shall
          operate as a waiver of such right or any other right. A waiver on
          any one occasion shall not be construed as a bar to or waiver of
          any right or remedy on any future occasion. All rights and
          remedies of the Agent, whether evidenced by this Agreement or by
          any other agreement, instrument, or document shall be cumulative
          and may be exercised singularly or concurrently. Any written
          demands, written requests, or written notices to Chempower or
          American Eco that the Agent may elect to give shall be effective
          when deposited for delivery, postage prepaid, by U.S. mail, and
          addressed to American Eco's address as set forth in Section 12(c)
          of this Agreement (as modified by any change therein which
          American Eco has supplied in writing to the Agent). If at any
          time or times, by assignment or otherwise, the Agent transfers
          the Principal Shareholders' Note or any part of the Collateral to
          another person in accordance with this Agreement, such transfer
          shall, subject to Section 12(i) of this Agreement, carry with it
          the Agent's powers and rights under this Agreement with respect
          to the Principal Shareholders' Note or Collateral so transferred
          and the transferee shall have said powers and rights, whether or
          not they are specifically referred to in the transfer. To the
          extent that the Agent retains the Principal Shareholders' Note or
          any part of the Collateral, the Agent will continue to have the
          rights and powers with respect to the Principal Shareholders'
          Note and the Collateral as set forth in this Agreement.

                    (c)  NOTICES.  All written notices, requests, or other
                         -------
          communications herein provided for must be addressed:

                    If to American Eco:

                    American Eco Corporation
                    11011 Jones Road
                    Houston, Texas 77070
                    Attention:  Michael E. McGinnis, President
                    Telephone:  281-774-7000
                    Facsimile:  281-777-7001

                    With a copy to:
                    Reid & Priest LLP
                    40 West 57th Street
                    New York, New York 10019
                    Attention:  Bruce A. Rich, Esq.
                    Telephone:  (212) 603-2000
                    Facsimile:  (212) 603-2001

                    If to Chempower, the Principal Shareholders, or the
          Agent:

                    CHEMPOWER, INC.
                    807 East Turkeyfoot Lake Road
                    Akron, Ohio  44319
                    Attention:  T.J. Kukk, President
                    Telephone:  216-896-4202
                    Facsimile:  216-896-1866

                    With a copy to:

                    Thompson Hine & Flory P.L.L.
                    3900 Key Center
                    127 Public Square
                    Cleveland, Ohio  44114
                    Attention:  Thomas A. Aldrich, Esq.
                    Telephone:  216-566-5500
                    Facsimile:  216-566-5800

          or at such other address as either party may designate to the
          other in writing. Such communication will be effective (i) if by
          telex, when such telex is transmitted and the appropriate answer
          back is received or (ii) if given by mail, 72 hours after such
          communication is deposited in the U.S. mail certified mail return
          receipt requested. 

                    (d)  GOVERNING LAW.  The laws of the State of Ohio
                         -------------
          shall govern the construction of this Agreement (including,
          without limitation, any terms not specifically defined in this
          Agreement that may be so specifically defined pursuant to Ohio
          Revised Code Section 1309.01-1309.50 inclusive, and including any
          amendments thereof or any substitution therefor) and the rights
          and duties of Chempower, American Eco, the Principal
          Shareholders, and the Agent. This Agreement shall be binding upon
          and inure to the benefit of Chempower, American Eco, and the
          Agent and their respective successors, assigns, heirs, and
          administrators. The rights and powers given in this Agreement to
          the Agent are in addition to those otherwise created or existing
          in the same Collateral by virtue of other agreements or writings.

                    (e)  INTEGRATION. This Agreement and any promissory
                         -----------
          note or other writing executed and delivered by any person to the
          Agent in connection herewith integrate all the terms and
          conditions mentioned herein or incidental hereto and supersede
          all oral representations and negotiations and prior writings with
          respect to the subject matter hereof. 

                    (f)  RIGHTS IN ADDITION AND NOT IN SUBSTITUTION. The
                         ------------------------------------------
          rights conferred upon Toomas J. Kukk and Ernest M. Rochester by
          this Agreement shall be in addition to and not in substitution
          for any of the rights conferred upon them pursuant to the
          Employment Agreement and the Non-Competition Agreement entered
          into between each of them and American Eco and Chempower;
          further, the rights conferred upon Messrs. Kukk and Rochester
          pursuant to such Employment Agreements and Non-Competition
          Agreements shall not act as a limitation upon any of the rights
          conferred upon them pursuant to this Agreement. 

                    (g)  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All 
                         ------------------------------------------
          representations and warranties contained herein shall survive the
          execution and delivery of this Agreement, any investigation at
          any time made by the Agent, and shall continue in full force and
          effect so long as any Obligations are outstanding and unpaid. 

                    (h)  ENTIRE AGREEMENT; AMENDMENT. This Agreement,
                         ---------------------------
          including the Disclosure Schedule and the Exhibits attached
          hereto, and the agreements and instruments referred to or
          provided for herein, embodies the entire agreement and
          understanding between Chempower, American Eco, and the Agent and
          supersedes all other prior agreements and understandings relating
          to the subject matter hereof. The parties hereto may enter into
          further and additional written agreements to amend or supplement
          this Agreement and the terms and provisions of such further and
          additional written agreements shall be deemed a part of this
          Agreement as though incorporated herein. 

                    (i)  PARTIES IN INTEREST. All the terms and provisions
                         -------------------
          of this Agreement shall inure to the benefit of and be binding
          upon and be enforceable by the respective successors and assigns
          of the parties hereto, whether so expressed or not. Neither
          Chempower nor American Eco shall assign its rights under this
          Agreement without the prior written consent of the Agent. The
          Agent, without the prior written consent of Chempower and/or
          American Eco, may assign, or sell participation in, all or part
          of the Principal Shareholders' Note and its rights under the
          Agreement and the other documents executed in connection
          herewith; provided, however, that in the event of such an
                    --------  -------
          assignment or sale (in one or in a series of transactions) of all
          of the Principal Shareholders' Note and all of the Agent's rights
          under the Agreement and the other documents executed in
          connection herewith, (i) the directors designated by the
          Principal Shareholders for service on the Boards of Directors of
          Chempower and American Eco shall resign from their positions as
          directors promptly following such assignment or sale, and (ii)
          the provisions of Paragraphs 8(b), 8(c), and 9(g) hereof would be
          of no force and effect thereafter. The Agent agrees that it will
          give American Eco prompt written notice of any assignment of all
          or part of the Principal Shareholders' Note. If any such
          assignment or sale is for less than the Agent's entire interest,
          then Chempower and/or American Eco shall only be required to
          provide the information and notices specified in this Agreement
          to the Agent and not to the transferee or purchasers, as the case
          may be; however, if such assignment or sale is for the Agent's
          entire interest, then Chempower and/or American Eco shall be
          required to provide the transferee or purchaser, as the case may
          be, with all information and notices specified in this Agreement.

                    (j)  WAIVER OF COUNTERCLAIMS; WAIVER OF JURY TRIAL.
                         ---------------------------------------------
          Each and every right granted to the Agent hereunder or under any
          other document delivered hereunder or in connection herewith, or
          allowed it by law or equity, shall be cumulative and may be
          exercised from time to time. No failure on the part of the Agent
          to exercise, and no delay in exercising, any right shall operate
          as a waiver thereof, nor shall any single or partial exercise of
          any right preclude any other or future exercise thereof or the
          exercise of any other right. The due payment and performance of
          Chempower's indebtedness, liabilities and obligations under this
          Agreement shall be without regard to any counterclaim or right of
          offset which Chempower and/or American Eco may have against the
          Agent, or any of the Principal Shareholders, as applicable, and
          without regard to any other obligation of any nature whatsoever
          which such parties may have to Chempower and/or American Eco, and
          no such counterclaim or offset shall be asserted by Chempower
          and/or American Eco in any action, suit or proceeding instituted
          by the Agent for payment or performance of Chempower and/or
          American Eco's indebtedness, liabilities or obligations under
          this Agreement. 

          CHEMPOWER, AMERICAN ECO, THE PRINCIPAL SHAREHOLDERS, AND THE
          AGENT EACH HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY
          IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT,
          THE PRINCIPAL SHAREHOLDERS' NOTE, THE SECURITY AGREEMENT, THE
          PRINCIPAL SHAREHOLDERS' GUARANTY, OR THE PLEDGE AGREEMENT, OR THE
          TRANSACTIONS RELATED THERETO. 

                    (k)  HEADINGS. Article and Section headings used in 
                         --------
          this Agreement are for convenience of reference only and are not
          a part of this Agreement for any other purpose. 

                    (l)  CONSENT TO JURISDICTION. Chempower and American 
                         -----------------------
          Eco agree that any action or proceeding to enforce or arising out
          of this Agreement or any of the other documents entered into in
          connection herewith may be commenced either in the Court of
          Common Pleas for [Summit County], Ohio or in the District Court
          of the United States for the Northern District of Ohio, and
          Chempower and American Eco each waives personal service of
          process and agrees that a summons and complaint commencing an
          action or proceeding in any such court shall be properly served
          and shall confer personal jurisdiction over such party if served
          to it at the address of American Eco listed in Section 12(c) in
          accordance with the provisions of Section 12(c) or as otherwise
          provided by the laws of the State of Ohio or the United States. 

                    (m)  COUNTERPARTS. This Agreement may be executed in 
                         ------------
          any number of counterparts and by different parties hereto in
          separate counterparts, each of which, when so executed and
          delivered, shall be deemed to be an original and all of which,
          taken together, shall constitute but one and the same instrument.


   <PAGE>

                    IN WITNESS WHEREOF, the parties hereto have executed
          and delivered this Financing Agreement as of the date set forth
          above, in the case of each of the corporate parties, by one or
          more officers thereunto duly authorized.

          AMERICAN ECO CORPORATION           CHEMPOWER, INC.


          By:/s/ Michael E. McGinnis         By:/s/ Robert E. Rohr
             ----------------------             ------------------
          Title: President                   Title: V.P. Finance


          PRINCIPAL SHAREHOLDERS:



          /s/ Toomas J. Kukk
          ---------------------------
          Toomas J. Kukk



          /s/ Mark L. Rochester
          ---------------------------
          Mark L. Rochester


          AGENT:



          /s/Toomas J. Kukk
          ---------------------------
          Toomas J. Kukk


   <PAGE> 

                                      EXHIBIT A
                                      ---------


                                             RESPECTIVE
          PRINCIPAL                          PERCENTAGE
          SHAREHOLDER                        INTEREST
          ----------                         ----------


          THOMAS J. KUKK                     49.9999805035%

          MARK L. ROCHESTER                  50.000001949685%